Programmatic or “platform” joint ventures (JV) are a means of structuring a series of commercial real estate investments between sponsors and capital partners. Rather than one-off pairings between sponsors and institutional equity partners to consummate individual transactions, a programmatic JV creates an infrastructure for two investors with similar goals to build a portfolio of investments. For a sponsor, a programmatic JV can be a reliable way of raising equity for a series of prospective real estate deals, avoiding the time, cost and uncertainty of seeking out separate capital partners for each contemplated project (and the risk of putting up nonrefundable deposits to secure properties without knowing that all equity is in place). From the perspective of a fund or other institutional equity investor, a programmatic JV is an efficient way of putting out equity with a partner that has been fully vetted and provides expertise in a desired asset class or geographical area.

While programmatic JVs can take the form of a less formal strategic alliance with a framework for pursuing individual transactions as they arise, more commonly a sponsor and capital partner will enter into a holding company joint venture agreement that lays out the economics and governance for each consummated investment and also defines the investment parameters of the venture. Programmatic JVs raise a unique set of issues that are often extensively negotiated between the parties and their counsel.

Exclusivity Covenants